8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2017

QUINTILES IMS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35907	27-1341991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4820 Emperor Blvd., Durham, North Carolina 27703

and

83 Wooster Heights Road, Danbury, Connecticut 06810

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (919) 998-2000 and (203) 448-4600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

☐  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On September 11, 2017, Quintiles IMS Holdings, Inc. issued a press release announcing that its wholly owned subsidiary, Quintiles IMS Incorporated, intends to raise €420 million in gross proceeds through an offering of senior notes due 2025 and intends to refinance certain of its existing indebtedness. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See the Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 11, 2017	QUINTILES IMS HOLDINGS, INC.
	By:	/s/ James H. Erlinger III
		James H. Erlinger III
		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated September 11, 2017.

EX-99.1

Exhibit 99.1

Contacts:	Andrew Markwick, QuintilesIMS Investor Relations (andrew.markwick@quintilesims.com) +1.973.257.7144
	Tor Constantino, QuintilesIMS Media Relations (tor.constantino@quintilesims.com) +1.484.567.6732

QuintilesIMS Announces Offering of Senior Notes, Redemption of Existing Euro Senior Notes and Proposed Amendment to Senior Secured Credit Facility

DANBURY, Conn. & RESEARCH TRIANGLE PARK, N.C. – September 11, 2017 – Quintiles IMS Holdings, Inc. (“QuintilesIMS”) (NYSE: Q) today announced that its wholly owned subsidiary, Quintiles IMS Incorporated (the “Issuer”), intends to raise €420 million in gross proceeds through an offering of senior notes due 2025. QuintilesIMS also announced that the Issuer delivered a conditional notice of redemption with respect to its outstanding 4.125% euro-denominated senior notes due 2023.

QuintilesIMS today also announced that the Issuer intends to pursue an amendment to its senior secured credit facility (the “Amendment”). The terms of the Amendment are expected to provide for an incremental term loan B of up to $750 million and to increase the Issuer’s restricted payment capacity, among other things.

The net proceeds from the notes offering, together with the proceeds from the Amendment, will be used to refinance certain indebtedness of the Issuer, including the redemption of the 4.125% notes, to pay down the Issuer’s revolving credit facility, to pay fees and expenses related to the notes offering and the Amendment and for other general corporate purposes, which may include share repurchases and acquisitions. The consummation of the notes offering and the Amendment are each subject to market and other conditions.

Certain statements in this press release are forward-looking statements. These statements involve a number of risks, uncertainties and other factors including the failure to consummate the notes offering and the Amendment and potential changes in market conditions that could cause actual results to differ materially.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes. The notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933. The notes are being offered only to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933 and outside the United States only to non-U.S. investors pursuant to Regulation S.

About QuintilesIMS

QuintilesIMS (NYSE:Q) is a leading integrated information and technology-enabled healthcare service provider worldwide, dedicated to helping its clients improve their clinical, scientific and commercial results. Formed through the merger of Quintiles Transnational and IMS Health,

QuintilesIMS’s approximately 50,000 employees conduct operations in more than 100 countries. Companies seeking to improve real-world patient outcomes through treatment innovations, care provision and access can leverage QuintilesIMS’s broad range of healthcare information, technology and service solutions to drive new insights and approaches. QuintilesIMS provides solutions that span clinical to commercial, bringing customers a unique opportunity to realize the full potential of innovations and advanced healthcare outcomes.

As a global leader in protecting individual patient privacy, QuintilesIMS uses healthcare data to deliver critical, real-world disease and treatment insights. Through a wide variety of privacy-enhancing technologies and safeguards, QuintilesIMS protects individual privacy while managing information to drive healthcare forward. These insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders in the development and approval of new therapies, and to identify unmet treatment needs and understand the safety, effectiveness and value of pharmaceutical products in improving overall health outcomes.